Post-Closing Disputes Sample Clauses

Post-Closing Disputes. (i) The Parties agree that, following the Closing and except as otherwise set forth in Section 3.7 above and Section 11.4(c) below, any and all disputes, claims or controversies arising out of or relating to this Agreement, including, without limitation, any and all disputes, claims or controversies arising out of, in connection with or relating to (i) the relationship between or among the Parties hereunder, (ii) any Party’s rights or obligations hereunder, (iii) the validity or scope of any provision of this Agreement, (iv) whether a particular dispute, claim or controversy is subject to arbitration under this Section 11.4(b), or (v) the power and authority of any arbitrator selected hereunder, shall be resolved through the procedures set forth in Sections 11.4(b)(ii), 11.4(b)(iii), and 11.4(b)(iv): (ii) In the event that any dispute, claim or controversy arising out of or relating to this Agreement is not solved by mutual agreement among the Parties, including the scope or applicability of this agreement to arbitrate, any Party may require another Party to submit the reasons for its position in a non-privileged writing to the Board of Directors of the Company, with a copy to the other Parties, and to enter into good-faith negotiations with the other Parties and the Directors for a period of thirty days following the date of such submission, in order to attempt to resolve such dispute, claim or controversy. (iii) If such dispute, claim or controversy cannot be resolved within such thirty-day period, any Party may elect to submit such dispute, claim or controversy to Judicial Arbitration and Mediation Services, Inc. (including its successor, “JAMS”) for mediation. If any Party so elects, the other Parties shall submit to mediation to be held in Chicago, Illinois. The Parties shall cooperate with each other and JAMS in selecting a mediator from JAMS’ panel of neutrals for Chicago, Illinois and in scheduling prompt mediation proceedings. If the Parties have not agreed on a mediator within one week of the mediation demand, JAMS shall be authorized to appoint a mediator forthwith. All offers, promises, conduct and statements, whether oral or written, made as part of the mediation by any of the Parties, their agents, employees, experts and attorneys, and by the mediator or any JAMS employees, will be confidential, privileged, not subject to discovery, and inadmissible for any purpose, including impeachment, in any arbitration or other proceeding involving the P...
Sample 1
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Post-Closing Disputes. (i) If the Closing occurs, any controversy, claim or dispute arising out of or relating to this Agreement, the negotiation, validity or performance of this Agreement or the transactions contemplated hereby shall be resolved through binding arbitration. (ii) The arbitration shall be administered by the American Arbitration Association (“AAA”) in accordance with its International Arbitration Rules. The arbitration shall be conducted by a single, neutral arbitrator selected by mutual agreement of the parties or, if the parties cannot reach an agreement, by AAA under its standard selection procedures. The arbitration shall take place in New York, New York, or such other place as mutually agreed by the parties. Reasonable discovery shall be permitted for the production of documents and the taking of depositions for a reasonable period after the filing of the request for arbitration. All discovery shall be governed by the Federal Rules of Civil Procedure. Any discovery disputes shall be resolved by the arbitrator. Judgment on any arbitration award rendered by the arbitrator may be entered in any court of competent jurisdiction. All fees and expenses of the arbitration shall be borne by the parties equally. However, each party shall bear the expense of its own counsel, experts, witnesses, and preparation and presentation of proof. Neither party nor the arbitrator may disclose the existence, content or results of any arbitration under this Section 9.11 without prior written consent of both parties. This arbitration provision shall survive if this Agreement should be adjudged null and void or should be canceled or terminated for any reason.
Sample 1
Post-Closing Disputes. If there is any Dispute (as defined in Section B of Exhibit E) asserted by either Party after the Closing Date, that Dispute must be resolved in accordance with the ADR Provisions set forth in Exhibit E. Each Party agrees that the ADR Provisions set forth in Exhibit E constitute the sole method of seeking redress against the other Party after the Closing Date.
Sample 1
Post-Closing Disputes. Except as set forth in Section 10.17, on or after the Effective Time, the parties hereto agree that all claims, controversies and disputes of any kind or nature relating in any way to the enforcement or interpretation of this Agreement or to the parties’ dealings, rights or obligations in connection herewith, shall be exclusively resolved by final and binding arbitration before Judicial Arbitration and Mediation Services (“JAMS”). The parties hereto further agree that any disagreement as to whether a particular type of claim, controversy or dispute is subject to arbitration shall, regardless of the nature of the dispute, be decided exclusively by the arbitrators, and not by a court, it being the parties’ intention that no dispute or controversy relating in any manner whatsoever to this Agreement or their dealings in connection herewith shall be submitted to litigation in a state or federal court. Each party hereto agrees that the award of the arbitrators shall be final, binding and non-appealable and shall be the sole and exclusive remedy between and among the parties regarding any matter presented to the arbitrator, regardless of the magnitude thereof. All arbitration proceedings shall be conducted pursuant to JAMS’ Streamlined Arbitration Rules and Procedures (“JAMS Rules”). Arbitration shall be conducted exclusively in Chicago, Illinois, before three (3) neutral arbitrators domiciled there, who shall be appointed by agreement of the parties or, in the event the parties are unable to agree on three (3) arbitrators within ten (10) calendar days following the commencement of the arbitration (or sooner if a party submits a request for injunctive or interim relief before an agreement on arbitrators has been reached), in accordance with JAMS Rule 12. The arbitrators shall award attorneys’ fees to the prevailing party, and shall have the discretion to make a full or partial award of attorneys’ fees based upon their determination of the extent to which a party achieved the relief sought in its pleadings or prevailed with respect to the issues in controversy. The arbitration, including the arbitration award, shall be governed by the Federal Arbitration Act (9 U.S.C. § 1 et seq.), and judgment upon the award may be confirmed and entered by any court having competent jurisdiction over the parties or their assets.
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Related to Post-Closing Disputes

  • Billing Disputes 7.6.3.1 Each Party agrees to notify the other Party upon the discovery of a billing dispute. In the event of a billing dispute, the Parties will endeavor to resolve the dispute within sixty (60) calendar days of the Xxxx Date on which such disputed charges appear. Resolution of the dispute is expected to occur at the first level of management resulting in a recommendation for settlement of the dispute and closure of a specific billing period. If the issues are not resolved within the allotted time frame, the following resolution procedure will begin: 7.6.3.2 If the dispute is not resolved within sixty (60) days of the Xxxx Date, the dispute will be escalated to the second level of management for each of the respective Parties for resolution. If the dispute is not resolved within ninety (90) days of the Xxxx Date, the dispute will be escalated to the third level of management for each of the respective Parties for resolution 7.6.3.3 If the dispute is not resolved within one hundred and twenty (120) days of the Xxxx Date, the dispute will be escalated to the fourth level of management for each of the respective Parties for resolution. 7.6.3.4 If a Party disputes a charge and does not pay such charge by the payment due date, such charges shall be subject to late payment charges as set forth in the Late Payment Charges provision of this Attachment. If a Party disputes charges and the dispute is resolved in favor of such Party, the other Party shall credit the xxxx of the disputing Party for the amount of the disputed charges along with any late payment charges assessed no later than the second Xxxx Date after the resolution of the dispute. Accordingly, if a Party disputes charges and the dispute is resolved in favor of the other Party, the disputing Party shall pay the other Party the amount of the disputed charges and any associated late payment charges assessed no later than the second xxxx payment due date after the resolution of the dispute. BellSouth shall only assess interest on previously assessed late payment charges in a state where it has authority pursuant to its tariffs.

  • Resolving Disputes The Company and the customer will use all reasonable endeavours to resolve any dispute between them. If they cannot resolve their dispute between them, they will:- a. Refer the dispute to mediation which will be conducted in accordance with the Resolution Institute New Zealand Standard Mediation Agreement; and b. If mediation is unsuccessful, the matter of dispute shall be referred to a single arbitrator in accordance with the provisions contained in the Arbitration Xxx 0000 and any amendments. Nothing in this clause will preclude either party from taking immediate steps to seek urgent equitable relief before an appropriate Court.

  • Settlement of Investment Disputes 1. Any dispute between an investor of one Contracting Party and the other Contracting Party shall be subject to a written notification by the most expeditious party. the notification shall be accompanied by an aide-memoire sufficiently detailed. To the extent possible, the parties will endeavour to resolve the dispute through negotiations, a professional opinion possible use of a third party, or by conciliation between the Contracting Parties through diplomatic channels. 2. In the absence of amicable settlement by direct arrangement between the parties to the dispute by conciliation or through diplomatic channels within six months of its notification, the dispute shall be submitted, at the choice of the investor, either to the competent court of the State in which the investment has been made or to international arbitration. To this end, each Contracting Party consents advance irrevocable and that any dispute to arbitration. this consent implies that they shall waive the requirement of exhaustion of administrative or judicial remedies. 3. In the event of recourse to international arbitration, the dispute shall be submitted to an arbitral institutions described below, at the choice of the investor: — An ad hoc arbitration tribunal established under the Arbitration Rules of the United Nations Commission on United Nations Commission on International Trade Law (UNCITRAL); — The International Centre for the Settlement of Investment Disputes (ICSID, established by the Convention on the Settlement of Investment Disputes between States and Nationals of Other States, opened for signature at Washington, on 18 March 1965, when each State Party to this agreement would be a member thereof. as long as this requirement is not fulfilled, each Contracting Party consents that the dispute be submitted to arbitration under the ICSID Additional Facility Rules: — The Court of Arbitration of the International Chamber of Commerce in Paris; — The Arbitration Institute of the Stockholm Chamber of Commerce. If the arbitration procedure has been introduced on the initiative of a Contracting Party, it shall invite in writing of the investor concerned to express his choice in the arbitration body which shall be seized of the dispute. 4. Neither of the Contracting Party, Party to the dispute raise objection shall not, at any stage of the arbitration proceedings or enforcement of an arbitration award, on account of the fact that the investor, opposing party in the dispute has received an indemnity covering the whole or part of its losses by virtue of an insurance policy or to the guarantee provided for in article 9 of this Agreement. 5. The arbitration awards shall be final and binding on the parties to the dispute. each Contracting Party undertakes to execute the decisions in accordance with its national law.

  • Settlement of Disputes between the contracting parties 1. Any dispute between the Contracting Parties concerning the interpretation or application of this Agreement shall, if possible, be settled through diplomatic channels. 2. If any dispute between the Contracting Parties cannot be settled within six months (6) It shall upon the request of either Contracting Party, be submitted to an arbitral tribunal. 3. Such an arbitral tribunal shall be constituted for each individual case in the following way. Within two (2) months of the receipt of the request for arbitration, each Contracting Party shall appoint one member of the Tribunal. The two members shall then select a national of a third State, who on approval by the two Contracting Parties shall be appointed Chairman of the Tribunal. The Chairman shall be appointed within two (2) months from the date of appointment of the other two members. 4. If within the periods specified in paragraph 3 of this article the necessary appointments have not been made, either Contracting Party may, in the absence of any other agreement, invite the President of the International Court of Justice to make the necessary appointments. If the President is a national of either Contracting Party or if he is otherwise prevented from discharging the said function, the Vice-President shall be invited to make the necessary appointments. if the Vice- President is a national of either Contracting Party or if he is also prevented from discharging the function, the said member of the International Court of Justice the oldest who is not a national of either Contracting Party shall be invited to make the necessary appointments. 5. The arbitral tribunal shall reach its decisions by a majority of votes and shall be binding on both contracting parties. each Contracting Party shall assume the costs of its own member of the Tribunal and of its representation in the arbitral proceedings; the cost of the Chairman and the remaining costs shall be borne in equal parts by the contracting parties. The Tribunal may, however, in its decision that a higher proportion of direct costs shall be borne by one of the two contracting parties, and this decision shall be binding on both contracting parties. the tribunal shall determine its own rules of procedure for all other matters. 6. The arbitral tribunal shall make its decision on the basis of this Agreement and any agreement in force between the two parties and international law in general and take into account, as appropriate, the domestic law of the Contracting Party where the investment concerned is located.

  • Payment Disputes We will not exercise Our rights under Section 6.3 (Overdue Charges) or 6.4 (Suspension of Service and Acceleration) above if You are disputing the applicable charges reasonably and in good faith and are cooperating diligently to resolve the dispute.

  • Settlement of Disputes; Arbitration All claims by the Executive for benefits under this Agreement shall be directed to and determined by the Board of Directors of the Company and shall be in writing. Any denial by the Board of Directors of a claim for benefits under this Agreement shall be delivered to the Executive in writing and shall set forth the specific reasons for the denial and the specific provisions of this Agreement relied upon. The Board of Directors shall afford a reasonable opportunity to the Executive for a review of the decision denying a claim. Any further dispute or controversy arising under or in connection with this Agreement shall be settled exclusively by arbitration in Boston, Massachusetts, in accordance with the rules of the American Arbitration Association then in effect. Judgment may be entered on the arbitrator's award in any court having jurisdiction.

  • Settlement of Dispute The parties shall strive to settle any dispute arising from, out of or in connection with the interpretation or performance of this Agreement through friendly negotiation. In case no settlement can be reached through negotiation within six months, each party can submit such matter to China International Economic and Trade Arbitration Commission (the "CIETAC"). The arbitration shall follow the current rules of CIETAC. The arbitration award shall be final and binding upon the parties and shall be enforceable in accordance with its terms.

  • Arbitration; Settlement of Disputes Any controversy, claim or cause of action brought by any party hereto against the Company arising out of or relating to the Shares or other Deposited Securities, the American Depositary Shares, the Receipts or this Deposit Agreement, or the breach hereof or thereof, if so elected by the claimant, shall be settled by arbitration in accordance with the International Arbitration Rules of the American Arbitration Association, and judgment upon the award rendered by the arbitrators may be entered in any court having jurisdiction thereof. The place of the arbitration shall be Xxx Xxxx xx Xxx Xxxx, Xxxxx xx Xxx Xxxx, Xxxxxx Xxxxxx of America, and the language of the arbitration shall be English. The number of arbitrators shall be three, each of whom shall be disinterested in the dispute or controversy, shall have no connection with any party thereto, and shall be an attorney experienced in international securities transactions. Each party shall appoint one arbitrator and the two arbitrators shall select a third arbitrator who shall serve as chairperson of the tribunal. If a dispute, controversy or cause of action shall involve more than two parties, the parties shall attempt to align themselves in two sides (i.e., claimant(s) and respondent(s)), each of which shall appoint one arbitrator as if there were only two parties to such dispute, controversy or cause of action. If such alignment and appointment shall not have occurred within thirty (30) calendar days after the initiating party serves the arbitration demand, the American Arbitration Association shall appoint the three arbitrators, each of whom shall have the qualifications described above. The parties and the American Arbitration Association may appoint from among the nationals of any country, whether or not a party is a national of that country. The arbitral tribunal shall have no authority to award any consequential, special or punitive damages or other damages not measured by the prevailing party’s actual damages and may not, in any event, make any ruling, finding or award that does not conform to the terms and conditions of this Deposit Agreement.

  • ADJUSTMENT OF DISPUTES The Employer and the Union recognize that grievances may arise in each of the following circumstances:

  • Xxxxxxx Money Dispute Notwithstanding any termination of this Agreement, the Parties agree that in the event of any controversy regarding the release of the Xxxxxxx Money that the matter shall be submitted to mediation as provided in Section XXIII.

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